Patrick Craine
About Patrick Craine
Patrick Craine (age 52) is Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary at Gulfport Energy, serving in this capacity since 2021 after joining Gulfport in 2019 as EVP, General Counsel and Corporate Secretary; prior roles include Deputy General Counsel – Chief Risk & Compliance Officer at Chesapeake (2013–2019), partner at Bracewell LLP, and attorney roles at the SEC and FINRA focusing on oil & gas enforcement. He holds a B.A. (summa cum laude, Phi Beta Kappa) from Wabash College and a J.D. (cum laude) from SMU Dedman School of Law . Company performance during his tenure includes operating cash flow of $650.0M in 2024, liquidity of $899.7M, and ~38% TSR for 2024, following ~80% TSR in 2023, with high say‑on‑pay approvals (97.8% in 2024; 99.8% in 2023), reflecting strong pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gulfport Energy | EVP, General Counsel & Corporate Secretary; later EVP, Chief Legal & Administrative Officer & Corporate Secretary | 2019–present (EVP GC/CS since 2019; CLAO since 2021) | Built enterprise legal, governance, compliance, and risk frameworks post‑emergence; supports capital allocation and ESG governance . |
| Chesapeake Energy | Deputy General Counsel – Chief Risk & Compliance Officer | 2013–2019 | Led risk/compliance across a large upstream portfolio; improved controls and regulatory posture . |
| Bracewell LLP | Partner (securities/corporate regulatory, investigations) | Pre‑2013 | Advised energy issuers on SEC matters, investigations, governance . |
| U.S. SEC; FINRA | Attorney; Oil & Gas Task Force leadership roles | Pre‑private practice | Enforcement focus on energy sector; strengthened regulatory expertise . |
External Roles
- None disclosed for public company boards or committee positions .
Fixed Compensation
Multi‑year compensation (as reported in proxy):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $462,744 | $481,999 | $496,837 |
| Stock Awards ($) | — | $1,300,072 | $1,757,822 |
| Non‑Equity Incentive ($) | $503,370 | $720,225 | $675,000 |
| All Other Compensation ($) | $26,406 | $24,756 | $23,271 |
| Total ($) | $992,520 | $2,527,052 | $2,952,930 |
2024 base salary and bonus structure:
| Pay Element | 2024 Detail |
|---|---|
| Base Salary | $500,000 (YE 2024; +3.1% vs $485,000 YE 2023) |
| Target Bonus | $450,000 target (computed ~90% of base) |
| Actual Bonus Paid | $675,000 (150% of target based on KPI outperformance) |
| Perquisites/Other | $23,271 (401(k) + limited perqs; no aircraft use) |
Performance Compensation
2024 Short‑Term Incentive (cash) – KPIs, targets, and payout:
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Approved Payout |
|---|---|---|---|---|---|---|
| Production (MMcfe/d) | 20% | 1,035 | 1,057 | 1,090 | 1,060 | 22% |
| Capex ($MM) | 20% | 435 | 408 | 375 | 385 | 34% |
| LOE per Mcfe ($/Mcfe) | 15% | 0.20 | 0.19 | 0.17 | 0.18 | 22% |
| Adjusted Free Cash Flow ($MM) | 15% | 190 | 231 | 295 | 261 | 22% |
| TRIR | 10% | 0.8 | 0.6 | 0.4 | 0.3 | 20% |
| Spills | 10% | 6 | 4 | 2 | 1 | 20% |
| Strategic Initiatives | 10% | Qual. | Qual. | Qual. | Qual. | 10% |
| Total Payout vs Target | — | — | — | — | — | 150% |
2024 Equity awards (grant date: March 1, 2024; mix: 60% PSUs, 40% RSUs; PSUs vest on 3‑yr absolute and relative TSR):
| Award Type | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 4,367 | $620,114 | Time‑based, equal annual installments over 3 years |
| PSUs (target) | 7,293 | $1,137,708 | 3‑yr performance based on absolute TSR and RTSR vs peers |
PSU payout framework (absolute TSR x relative TSR grid; 0–200% of target over 3 years) . 2021 PSU cycle certified at 195.7% of target (companywide), indicating strong TSR execution through the cycle .
Equity Ownership & Alignment
- Beneficial ownership: 8,344 shares; <1% of shares outstanding (17,883,113) ⇒ ~0.05% ownership; directors/officers as a group: 110,185 shares .
- Unvested awards at 12/31/2024 (exposure to future vesting):
- RSUs: 9,233 ($1,700,719 market value at $184.20/share) .
- PSUs (target): 19,391 ($3,571,822 market value at $184.20/share) .
- 2024 realized value on vesting: 139,093 shares vested; $21,982,072 value realized (market value at vest) .
- Options: none outstanding; company does not grant or reprice options .
- Stock ownership guidelines: CEO 5x salary; Section 16 officers (including Craine) 3x salary; Craine has met guidelines; once compliant, share count “locks” for compliance (Feb 20, 2025 amendment) .
- Hedging/pledging: prohibited; no pledging or margin accounts allowed; policy in place with monitoring .
Employment Terms
Key contract and severance/change‑of‑control economics:
- Agreement term through Dec 31, 2026; auto‑renews annually unless 90‑day notice; extended to ≥24 months post‑CoC .
- Non‑solicit: one‑year post‑employment; confidentiality/trade secrets/cooperation clauses .
- Clawback: Dodd‑Frank/SOX compliant policy adopted July 31, 2023; applies to cash and equity incentives; forfeiture for serious breaches (competition/confidentiality) .
- Anti‑hedging/pledging; Insider Trading Policy filed with 10‑K .
Termination benefit values (as of 12/31/2024; includes equity acceleration and COBRA per agreements):
| Scenario | Cash Severance | RSU Acceleration | PSU Treatment | COBRA | Total |
|---|---|---|---|---|---|
| Death/Disability | — | $1,700,719 | $1,486,312 (pro‑rated performance at period end) | $22,547 | $3,187,031 |
| Qualifying Termination (no CoC window) | $1,400,000 (100% salary + target bonus) | $1,700,719 | $1,486,312 (pro‑rated) | $22,547 | $4,609,577 |
| Qualifying Termination within 24 months post‑CoC | $2,350,000 (200% salary+bonus) | $1,700,719 (full) | $3,571,822 (full at target or actual) | $33,820 | $7,656,361 |
| CoC with no termination (Special CiC Event) | — | $1,700,719 (full) | $3,571,822 (target or actual) | — | $5,272,541 |
Award agreement mechanics:
- If awards are not assumed at CoC: RSUs accelerate; PSUs vest at 100% of target or actual achievement to CoC date .
- If assumed at CoC: PSUs convert to time‑based RSUs; double‑trigger vesting on termination within 24 months; RSUs accelerate on qualifying termination .
- Special CiC Events (board independence loss >30 days or >75% beneficial ownership): RSUs accelerate; PSUs vest at target or actual .
- Company policy states no single‑trigger vesting “in connection with a change of control” as a compensation practice; award agreements provide for acceleration only if not assumed (market standard) .
Compensation Structure Notes (Alignment)
- Cash vs equity mix: increased equity weighting; 60% of LTIs are performance‑based PSUs (absolute and relative TSR) with 3‑year measurement, 40% time‑based RSUs .
- Annual STI metrics are tied to production, capital efficiency (capex, LOE), adjusted FCF, and HSE outcomes (TRIR, spills), with robust disclosure and target/thresholds; 2024 payout was 150% after target adjustments midyear to reflect capital program changes .
- Prohibitions: no tax gross‑ups, no hedging/pledging, no liberal share recycling, no margin accounts; no options granted/repricing .
- Independent comp consultant (WTW) advises peer benchmarking; peer set refreshed 2024 (e.g., Civitas, SilverBow added) .
2024 Compensation Peer Group (for benchmarking): Berry; Callon; Civitas*; CNX; Comstock; Magnolia; Matador; Murphy; Range; SM Energy; SilverBow*; Talos; Vital (formerly Laredo); Murphy; etc. (* new in 2024) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2023 | 99.8% | Strong support for TSR‑linked PSUs and HSE metrics . |
| 2024 | 97.8% | Continued endorsement of mix and disclosure; increased ESG metrics weighting to 30% . |
Investment Implications
- Incentive alignment is strong: PSUs tied to absolute and relative TSR over 3 years plus STI metrics focused on FCF, efficiency, and HSE; high say‑on‑pay supports that alignment .
- Vesting/selling pressure: Large 2024 vesting value realization ($22.0M for Craine) and meaningful unvested RSUs/PSUs suggest recurring vest events; monitor Form 4s around quarterly vest dates for potential sell‑to‑cover activity .
- Retention and CoC economics: Double‑trigger CoC protection (200% cash; equity acceleration) plus one‑year non‑solicit reduce near‑term exit risk, but increase potential costs in strategic transactions; equity acceleration conditional on award assumption .
- Ownership discipline: Craine meets 3x salary ownership guidelines; hedging/pledging prohibited; options not used—equity exposure is via RSUs/PSUs, aligning with long‑term TSR but limiting leverage risk .
- Pay trends: Rising stock awards reflect performance and benchmarking; base salary growth modest (+3.1% in 2024), with majority of pay at risk via incentives—watch PSU certification outcomes for realized comp sensitivity to market/peer TSR .